Committee Charters

Audit Committee Charter

The Audit Committee oversees the Company's accounting, internal control and financial reporting processes; reviews audit and examination scope, results, and procedures with independent registered public accountants; oversees reporting of financial information including review of quarterly and annual financial information prior to filing with the Securities and Exchange Commission; reviews the objectivity and independence of the independent registered public accountants; and selects the independent registered public accounting firm.

The Compensation and Benefits Committee reviews and approves the compensation of the senior management of the Company and its subsidiaries. The Compensation and Benefits Committee also administers the 2009 Stock Incentive Plan and the Committee or the board authorizes grants and awards under the 2009 Stock Incentive Plan and the Long-Term Incentive Program, to eligible individuals. The Compensation and Benefits Committee or the board determines the terms of each stock option grant, restricted stock grant or other award at the time of the grant. The Compensation and Benefits Committee also has the power to accelerate the vesting of any grant or extend the term thereof.

The purpose of the Finance Committee is to assist the Board of Directors in the oversight of the use and development of the financial resources of the Company, including the Company's financial structure, investment policies and objectives and other matters of a financial and investment nature.

The purpose of the Nominating and Corporate Governance Committee is to develop and recommend to the Board of Directors corporate governance guidelines and changes to such guidelines, as appropriate; and to perform a leadership role in shaping the Company's corporate governance.